Guide to Takeovers and Mergers 3rd Edition  (English, Hardcover, Sridharan, Pandian)

Mergers and amalgamations have been popular tools of expansion, survival and growth for corporates. In this book, the provisions of the Companies Act, 1956 and other laws relating to schemes of arrangement encompassing mergers, amalgamations and takeovers are critically examined to enable professionals and others to understand the procedural labyrinth that must be tackled in order to successfully accomplish a scheme of amalgamation, demerger, acquisition, corporate restructuring or compromise.

Sridharan and Pandian deal with the law on mergers and amalgamations with reference to corporate as well as tax law. They focus specially on contemporary issues like the Takeover Code, demergers, accounting standards issued on the subject, etc.

They present pertinent cases in a concise and systematic manner to ensure that practitioners understand clearly and quickly the scope and significance of rulings laid down by the Courts in relation to mergers, demergers and schemes involving debt and capital restructuring. The narrative is jargon free to the greatest extent possible. This book is ideal even for those who do not have a specialist background in the field.

Table of Contents

• Chapter I Introduction
• Chapter II Corporate Restructuring Schemes
• Chapter III Meaning And Definition of Certain Expressions
• Chapter IV Persons And Classes Entitled to Apply to Court for a Scheme of Arrangement
• Chapter V Court’s Powers in Regard to Meetings
• Chapter VI Conduct And Proceedings Of Meetings
• Chapter VII Powers Of Court To Sanction Schemes
• Chapter VIII Facilitating Powers of the Court to Sanction Schemes Under Section 394
• Chapter IX Power of Court to Modify Schemes
• Chapter X Power And Role of Central Government
• Chapter XI Amalgamation by the Order of Central Government Section 396
• Chapter XII Preservation of Books and Papers of Amalgamated Company
• Chapter XIII Power and Duty to Acquire Shares of Shareholders Dissenting from Scheme or Contract Approved by Majority
• Chapter XIV Accounting Aspects of Amalgamation
• Chapter XV Amalgamation of Sick Companies
• Chapter XVI Amalgamation and Income-Tax Act
• Chapter XVII Demerger
• Chapter XVIII Excise Implication On Merger/Amalgamation
• Chapter XIX Sales or Value Added Tax and Transfer of Business
• Chapter XX Amalgamation Of Banking Companies
• Chapter XXI Miscellaneous Effects of Schemes of Merger, Demerger, Arrangement Etc.
• Chapter XXII Procedures to Effect Schemes
• Chapter XXIII Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
• Chapter XXIV Merger and Amalgamation of Producer Companies
• APPENDICES
• App. 1 Extract of Sections 78, 100-107, 390-396A, 581ZN
• App. 2 Relevant Extracts of Companies (Central Govt.’s) General Rules & Forms, 1956
• App. 3 The Companies (Court) Rules, 1959
• App. 4 Accounting for Amalgamation (As-14)
• App. 5 Accounting Entries to be Passed In Financial Books
• App. 6 Formats Under Takeover Regulations
• App. 7 SEBI Act, 1992
• App. 8 SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 1994
• App. 9 Justice P.N. Bhagwati Committee Report on Takeovers (Date 18.01.1997)
• App. 10 SEBI (Substantial Acquisition of Shares and Takeovers)
• Regulation, 1997 [Original Text As Notified On 20-2-1997 (Unamended)]
• App. 11 Report of the Reconvened Committee on Substantial
• Acquisitions of Shares and Takeovers Under the Chairmanship of Justice P.N. Bhagwati
• App. 12 Format of Public Announcement
• App. 13 Standard Letter of offer for an open offer in Terms of The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof
• App. 14 Report on “Reduction in cost involved in the open offers” – SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
• App. 15 Report of the internal group on SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
• App. 16 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,1997
• App. 17 SEBI (Delisting Of Equity Shares) Regulations, 2009
• App. 18 SEBI (Investor Protection And Education Fund) Regulations, 2009
• App. 19 Standard Listing Agreement Form With Schedule Of Listing Fees
• App. 20 Issue of foreign currency convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993
• App. 21 Securities Appellate Tribunal (Procedure) Rules, 2000
• App. 22 Format of Post-Offer Public Announcement
• App. 23 SEBI Takeover—FAQ
• App. 24 Extract of Clauses 24, 40A and 40B of the listing agreement
• App. 25 Extract of Companies Act, 1956—Sections 77A, 77AA and 77B
• App. 26 SEBI (Buy-Back of Securities) Regulations, 1998
• App. 27 The Private Limited Company and Unlisted Public Company (Buy-Back Of Securities) Rules, 1999
• App. 28-30 SEBI (Issue Of Capital and Disclosure Requirements) Regulations,
• 2009 [Updated As On 13-4-2010]
• App. 31 The Competition Act, 2002 (Act No. 12 Of 2003)
• App. 32 The Companies (Second Amendment) Act, 2002 (11 Of 2003)
• App. 33 The Sick Industrial Companies (Special Provisions) Repeal Act, 2003
• App. 34 Scheme of Amalgamation
• App. 35 Scheme of Arrangement/Demerger
• App. 36 Scheme of Amalgamation of Banking Companies
• App. 37 Model Scheme of Arrangement (Slump Sale) with Prospective Appointed Date
• App. 38 Model Scheme of Arrangement (Demerger) and Amalgamation with two appointed Dates
• App. 39 Model Scheme of Amalgamation of two Non-Banking Financial Companies
• App. 40 Relevant Extracts of Income-Tax Act, 1961
• App. 41 Scheme of Arrangement [U/S 391 To 394 of The Companies Act, 1956]Between Reliance Industries Limited and Reliance Energy Ventures Limited and others Model Scheme
• App. 42 Three Model Schemes of Demerger
• App. 43 Model Composite Scheme of Demerger, Merger, Reduction of Capital and Debt Restructuring
• App. 44 Model Scheme of Amalgamation of Banking Companies